The appointment of the first auditor is governed by Section 139(6) of the Companies Act, 2013 read with the relevant rules.

The summaries form of relevant provisions as follows:

First Auditor in a Non-Government Company

• Who Appoints? – The Board of Directors.
• Timeline – Within 30 days from the date of incorporation.
• If the Board Fails? – Members shall appoint the first auditor within 90 days at an Extraordinary General Meeting (EGM).
• Tenure – The first auditor holds office until the conclusion of the first Annual General Meeting (AGM).

First Auditor in a Government Company

• Who Appoints? – The Comptroller and Auditor-General of India (C&AG).
• Timeline – Within 60 days from the date of incorporation.
• If C&AG Fails? – The Board of Directors shall appoint within the next 30 days.
• If Board Also Fails? – Members shall appoint within the next 60 days at an EGM.
• Tenure – Same as above; till the conclusion of the first AGM.

Procedure for Appointment of First Auditor (Non-Government Company)

1. Convene a Board Meeting
   • Issue notice to directors.
   • Pass a resolution appointing the first auditor.
2. Intimation to Auditor
   • Obtain a written consent and eligibility certificate under Section 141 from the auditor.
3. Filing with ROC
   • File Form ADT-1 with the Registrar of Companies (ROC) within 15 days of appointment (Note: filing ADT-1 for first auditor is exempt as per MCA till 14 july 2025, companies generally file it as a good compliance practice).

Important Amendment - Form ADT-1 Filing

The Ministry of Corporate Affairs (MCA) has notified a key amendment that changes how companies must comply with auditor appointment filings. As per G.S.R. 359(E) dated May 30, 2025, the Companies (Audit and Auditors) Amendment Rules, 2025 will take effect on July 14, 2025 and with it, Form ADT-1 filing becomes mandatory for all first auditor appointments, including those made by the Board of Directors.